Yes each state has their own court system: Superior Court/Appellate Court/Supreme court. The US has the same at the federal level. After going through the state system, you can then go through the federal system (if it is applicable at the Federal level). Because Delaware is such a corporate friendly state and most companies are incorporated there for that reason, they have a more expedited civil court system. Just a note that this case would not rise to a level of Federal Supreme court ruling as they mostly rule on Constitutional laws not contract laws.
If you are "doing merger/arbitrage for the last 2 years" and plan on continuing, you should probably bone up on business law 101 (and probably 102 which is more detail of M&A)...this was doomed from the get-go because it is an Indian company-cut throat bargainers never intended to pay the initial offering of $35. The market was screaming that at you as to why there was always such a big spread.
Good God man he was not using the lord's name in vane. Get off your high horse-this is a financial board not a religious board. What is it with you guys. I have a guy spouting muslim/allah #$%$ on another board. I don't even like typing those words to attract NSA...
Go say 3 Hail Marys and pray to the Indian god Lakshmi for good fortune on ODP.
Better than what they had. And at least they made a decision. Remember they have a new and better BOD with skin in the game...This was more about getting rid of the old and in with the new to change things.
IMO this will be up to $5.50 today once things sink in. They already have a strategy-he just has to execute it. It's about him getting the "teams" to act as one and middle management/underlings make it happen. The first cost cutting is getting rid of the bloated overpaid executives that have been milking their salaries for years.
It goes to state appellate court first, then state supreme court. Unless there is a glaring error in contract interpretation by Glasscock, the appellate court won't even listen to arguments. If they do it will be a quick decision.
Blue really meant that -it wasn't sarcasm. Remember he's in his eurphoric phase of his bipolarness until the 3Q results and then he'll crash.
They banned any CTB employees from entering. It is a 51%/49% JV. The Chinese are responsible for reporting the financials to CTB. Because they are a majority JV, they have to be consolidated into CTB financials. CTB has accounting people involved, you typically have a "directors" sitting on the board of the JV (for a JV this size, I would assume they have a regional Sales/Product director as the Managing Director "CEO" and a regional finance director as the "CFO". The Chinese are in violation of the JV agreement by not allowing the MD's access to the facility and not providing timely data. CTB needs to sue the Chinese (not that it will go anywhere-the Chinese gov't will just take over since it is a state-owned JV. That is the danger of doing business with the pinko commies...No ticky no shirty.
I had a similar experience. The whole shared services office for Asia pacific region in Shanghai was Chinese. The Controller hired all her friends and relatives (the HR director was her brother) and paid them very well. None of them spoke "english" when you were around. We sent over an American who understood Mandarin, Cantonese and several other dialects (she was a nice blond/blue eyed financial genius) who played dumb training them how to use the SAP system. We found out all the corruption and fired all of them after hiring ex-pats to go run the office. Unfortunately, they all got 1 years pay and we had to hire 1 Chinese for each American. So we hired extremely low paid bodies to sit for 8 hours a day-no internet access even-just sat there and stared. Took 3 months to move the functions back to the U.S.
This quarter is about 3 things:
(1) SG&A cost reductions-he should be bare bones for headcount and should only have critical discretionary spending (taxes, insurance, minimal travel). No more lease in El Segundo. We'll get to see how much the 2 new US sales guys are making and if Freddy really took a pay cut and is only paying himself $30K a year. As of 2Q he was still taking full pay. He has been selling out of inventory so we'll see how cheap he gave it away to get those contracts. IMO-he'll show a loss at the gross margin level.
(2) A/R collections-is he still pulling the same scam as 2011 and not collecting A/R for cash flow? If he has been as diligent as he says he is, his DSO should be coming down. IMO-he'll show increased A/R (as it should with the sales increase) but DSO will be up because he probably gave them extended payment terms. This is critical because his A/R collections are his only source of cash infusion to make the payroll and prevent more dilution.
(3) Stock dilution-did he issue anymore common stock this quarter to get cash (last report is 720.22M O/S)? He issued 270M in Q1, 289M in 2Q and 98M as of last report (?). He has 1.3B to go. Freddy needs about $2M/qtr cash to keep the wheels on. If he has 90 day terms, he may have collected about $1M in A/R. Assuming he hasn't been running any real production and just selling off inventory, he may be able to squeak it out with the 98M we know of since 2Q report. IMO-Freddy has realized the delicate balance he needs to play here. He has 1.3B more shares but the price will tank so he won't get anything if he goes sub- penny-he'll only get $10M at the most with more dilution. A reverse split will do nothing for him-You only do that when you need price up to get back on Nasdaq. I predict he diluted another 100M exclusive of any preferred stock conversion.
I have my fingers and toes crossed that Freddy surprises us by doing the right things.
If deal is off, this is the price at $25ish. May recover to $28 if 4Q #'s are decent but now they have all the legal costs in 4Q and China ramping back up maybe (they may still stay on strike just be be the aholes that they are). Now CTB needs to file suit against China for violating JV agreement.
Worst case-no deal
Medium case-Apollo buyout enforced at $32-$35
Best case-Chinese buyout at $35-$40
keep knocking til your knuckles are bloody-no one is answering. No one is in the know on this. Just a hope and a prayer that Freddy is going to come through enough for this to hang on at .013 and maybe spike up to .015 by EOM.
The CFO is their only accountant and apparently he is not qualified (as the former controller). And they have no auditors. Need to get someone by year-end to bless the books. Oh that's right, the auditors gave a no opinion last year. Hate to say it but unless they had some good A/R collections, Freddy is running out of cash by year-end so he will be filing chapter 11 (hopefully) or 7 instead of 10K...
The whole Apollo family is a bunch of idiots and it is showing in court. That's their defense. Someone on this MB said the son is like the Warren Buffet of India-he's more like the Warm Buffet of India-all the naan you can eat.
Hey FMALONE how many companies and accountants have been arrested for SOX violations? ZERO!!!!! There haven't even been any fines. Accounting firms give negative or no opinions and companies have multiple material weaknesses and nothing happens to them. It is the investors responsibility to evaluate these statements and they are only annually in the 10K (not quarterly). Accountants are always protected. They have that disclaimer in the Auditors statement just as every publicly traded company does to...
The may have a delay in filing at worst but they can get the consolidated data from CCT on an estimated basis. They have info through end of August so they can estimate 1 month. Since there was no mfg, it should be easy. Just a question of settling on paying them while they striked as a condition of them ramping back up.
Back in 2007, CTB paid $70M for 51% of CCT. I can't imagine it's worth more than $100M for the other 40% now. Chinese are just greedy bas turds and have met their match in equally greedy #$%$ holes.
It is comical how the shorts are out in full force to support Apollo. Apollo did their pre-due diligence and all this info was available. Cooper didn't hide anything. Apollo is having buyer's remorse. When you make an offer and it is accepted, you are contractually obligated. This is like buying a used car AS-IS and not taking for a test drive or having it inspected before you pay. This case could be fought before Judge Judy for criminy sakes. Judge Milian would give some sage advice. Apollo pay CTB the $35 and another ??? to buy out Chinese JV. It was never part of the deal to have 100% ownership in the first place so you don't get to deduct it. I suggest you bring in outside valuation experts to figure out how much that China JV is really worth before you make offers again. Your in-house relatives are apparently idiots if you think $35 is too high or that they missed something originally.
The deal will be cancelled by Apollo and they will be forced to pay the break-up fee. But CTB will never see it since the Indians don't abide by US laws...
Looks like there is a halt on trading this. I couldn't get any trade fort he .0135 bid out there. Broker says he can't get it through either...
Looks like Freddy the ringmaster has packed up the circus.
Don't think he cares. I can give you 50 other stocks they should be more embarrassed about...